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Q.Can a binding contract be formed through E-Mail?

A.Yes. Many courts have ruled that a series of emails, when taken together, can create a legally binding agreement that contains all of the essential terms of the contract. If an e-mail, or a chain of e-mails, clearly sets forth an offer to enter into a deal with all of the material terms (subject, obligation, price/consideration and date/time for performance), and the other side responds by e-mail accepting the terms, then there is a good chance that a valid contract has been formed even if no signatures have been exchanged.

In evaluating a communications medium as a means of forming a written contact, courts have focused on two factors: (1) can the communication be converted to a printed, tangible form and (2) does the mark made to signify a signature indicate the sender intended to bind him or herself to a written contract? Where both of these features exist and other traditional contract requirements are met, courts tend to conclude that a binding contract was made, whether by ink or electronically.

If you only intend to negotiate a deal via e-mail, make sure your e-mail specifically states that this e-mail exchange merely constitutes a negotiation and that no deal will be struck until the parties execute a formal written and signed agreement. You should also consider adding a disclaimer below your typed name that your "signature block" is for contact purposes only and is not to be construed as a legally binding "signature."

Copyright 1999-2018 Melissa C. Marsh. All Rights Reserved. All Information on this website is subject to a Disclaimer and Use Agreement. This information is provided as general information only and should not be construed as legal advice. We advise you to seek the advice of competent legal counsel to address your own specific questions, facts and circumstances.